Welcome! You have arrived at a web site that is owned and operated by Empire Today, LLC(“Company”or “we,” “our” or “us”). This “Privacy Policy” governs your use of any web site that posts a link to this Privacy Policy(each a “Site”)(including, without limitation, both mobile and online versions of our Site), and also applies to your use of interactive features, widgets, plug-ins, applications, content, downloads and/or other services that we own and control and make available through a Site and that posts a link to this Privacy Policy, regardless of how you access or use them, whether via personal computers, mobile devices or otherwise. This Privacy Policy explains what information Company collects on the Site, how Company uses that information, under what circumstances we may disclose Personal Information (defined below) to third parties and the Site’s other practices with respect to the collection, use and sharing of your information. This Privacy Policy does not apply to our data collection activities offline or otherwise outside of our Site (unless otherwise specifically stated below), and does not govern the data practices of third parties that may interact with our Site.

To the extent we provide you notice on our Site of different or additional privacy policies or practices (e.g., at the point of our collection), those additional terms shall govern such data collection and use.

In addition, please review the Site’s Terms of Use, which governs your use of the Site. By using our Site, you consent to our Privacy Policy and Terms of Use and our collection, use and sharing of your information and data, and other activities, as described below.

You should read this entire Privacy Policy, but below is a list of some of the key topics that are explored in greater detail throughout the Privacy Policy and you can click here for a summary of each section of the Privacy Policy. Any capitalized terms have the meanings given to them where defined in the Privacy Policy.

We ask you for, and use technology to detect, information about you.

Third parties may collect information about you. Their privacy policies, not ours, govern their practices.

Notice to California Residents / Your California Privacy Rights: California residents may request information about sharing of certain personal information with third parties for the third parties’ direct marketing purposes by contacting us using the methods described below. Click for more information.

You consent to our practices detailed in this Privacy Policy. To prospectively change your consent, stop using the Site.

Linkable Table of Contents

It is important that you read and understand the entire Privacy Policy before using the Site. To ease review, each section below contains a brief introductory summary and a link to the full explanation. You can click on the headings and the “More” links to be taken to the full explanation. Any capitalized terms that appear in but are not otherwise defined in the introduction are intended to have the meanings given to them elsewhere in the Privacy Policy.

We collect certain Personal Information and Demographic Information that you provide to us when you interact with the Site. For example, we may collect this information through various forms and in various places on the Site, including when you make an appointment, from newsletter registration forms, through “contact us” forms, or when you otherwise interact with the Site. More

We may collect certain information from you automatically when you access and use the Site. For example, we may use Tracking Technologies to collect Usage Information based on your Device Identifier for a variety of purposes, including tracking and targeting. You can avoid such tracking by deleting your cookies, following the options provided by third parties discussed in more detail below and stopping use of the Site. More

You may provide us information about others, such as when you send a friend a message. If so, the information you provide (names, e-mail addresses, mobile number, etc.) may be used to facilitate the communication, but will not be used for other marketing purposes unless your friend consents. You may be identified to the friend in connection with such message. More

If you request information from third parties, request that we send information to third parties or interact with third-party sites, content, ads or tools (including Facebook and other third party share functionality) we may share your information with such parties and/or they may collect your information directly. More

We may allow you to access third-party content on the Site, or to link to third-party applications and locations from the Site, but we are not responsible for your interaction with third-party content, apps and locations. More

We may change this Privacy Policy upon posting of a revised Privacy Policy. However, we will continue to treat your Personal Information under the terms of the privacy policy in effect when it was collected unless you otherwise consent. More

Personal Information and Demographic Information. On the Site, we may ask you to provide us with certain categories of information such as: (1) personally identifiable information, which is information that could reasonably be used to identify you personally, such as your first and last name, e-mail address, home address, and phone number (“Personal Information”); and (2) demographic information, such as information like your zip code (“Demographic Information”). We may collect this information through various forms and in various places on the Site, including when you schedule an in-home consultation/estimate, apply for a position with the Company, complete a survey, through “contact us” forms, or when you otherwise interact with the Site. Providing us with information about yourself is voluntary, but if you choose not to provide certain information you may not be able to take advantage of all of the Site’s features. However, if we combine Demographic Information with the Personal Information we collect directly from you on the Site, we will treat the combined data as Personal Information under this Privacy Policy.

We may also collect Personal Information from you offline, such as when you call to schedule an in-home estimate or otherwise call our customer service center. This Privacy Policy generally does not apply to any information collected in these circumstances. However, if we combine Personal Information we collect from you offline with the Personal Information we collect through the Site, we will treat the combined data as Personal Information under this Privacy Policy.

In addition to any Personal Information or other information that you choose to submit to us via our Site, we and our third-party service providers may use a variety of technologies that automatically (or passively) store or collect certain information whenever you visit or interact with the Site (“Usage Information”). This Usage Information may be stored or accessed using a variety of technologies that may be downloaded to your personal computer, browser, laptop, tablet, mobile phone or other device (a “Device”) whenever you visit or interact with our Site. To the extent we associate Usage Information with your Personal Information we collect directly from you on the Site, we will treat it as Personal Information.

your IP address, UDID or other unique identifier (“Device Identifier”). A Device Identifier is a number that is automatically assigned to your Device used to access the Site, and our computers identify your Device by its Device Identifier;

We may use various methods and technologies to store or collect Usage Information (“Tracking Technologies”). Tracking Technologies may set, change, alter or modify settings or configurations on your Device. A few of the Tracking Technologies include, without limitation, the following (and subsequent technology and methods later developed):

Cookies. A cookie is a data file placed on a Device when it is used to visit the Site. HTML5 cookies can be programmed through HTML5 local storage and do not require a plug-in. Regular cookies may generally be disabled or removed by tools that are available as part of most commercial browsers, and in some but not all instances can be blocked in the future by selecting certain settings. Each browser you use will need to be set separately and different browsers offer different functionality and options in this regard. Also, these tools may not be effective with regard to HTML5 cookies. Please be aware that if you disable or remove cookies or HTML5 cookies on your Device, some parts of our Site may not function properly, and that when you revisit our Site your ability to limit cookies is subject to your browser settings and limitations.

Web Beacons. Small graphic images or other web programming code called web beacons (also known as “1x1 GIFs” or “clear GIFs”) may be included in our Site’s pages and messages. Web beacons may be invisible to you, but any electronic image or other web programming code inserted into a page or e-mail can act as a web beacon. Web beacons or similar technologies may be used for a number of purposes, including, without limitation, to count visitors to the Site, to monitor how users navigate the Site, to count how many e-mails that were sent were actually opened or to count how many particular articles or links were actually viewed.

Embedded Scripts. An embedded script is programming code that is designed to collect information about your interactions with the Site, such as the links you click on. The code is temporarily downloaded onto your Device from our web server or a third party service provider, is active only while you are connected to the Site, and is deactivated or deleted thereafter.

ETag, or entity tag. A feature of the cache in browsers. It is an opaque identifier assigned by a web server to a specific version of a resource found at a URL. If the resource content at that URL ever changes, a new and different ETag is assigned. Used in this manner ETags are a form of Device Identifier. ETag tracking may generate unique tracking values even where the consumer blocks HTTP, Flash, and/or HTML5 cookies.

We may use Tracking Technologies for a variety of purposes, including:

Strictly Necessary. We may use cookies or other Tracking Technologies that we consider are strictly necessary to allow you to use and access our Site, including cookies required to prevent fraudulent activity, improve security or allow you to make use of appointment scheduling functionality.

Performance-Related. We may use cookies or other Tracking Technologies that are useful in order to assess the performance of the Site, including as part of our analytic practices or otherwise to improve the content, products or services offered through the Site.

Functionality-Related. We may use cookies or other Tracking Technologies that are required to offer you enhanced functionality when accessing the Site, including identifying you when you sign-in to our Site or keeping track of our specified preferences, including in terms of the presentation of content on our Site.

Targeting-Related. We may use Tracking Technologies to deliver content relevant to your interests on our Site and third-party sites based on how you interact with our advertisements or content. This includes using Tracking Technologies to understand the usefulness to you of the content that has been delivered to you.

There may be other Tracking Technologies now and later devised and used by us in connection with the Site. Further, third parties may use Tracking Technologies with our Site. We may not control those Tracking Technologies and we are not responsible for them. However, you consent to potentially encountering third party Tracking Technologies in connection with use of our Site and accept that our statements under this Privacy Policy do not apply to the Tracking Technologies or practices of such third parties.

We may also receive information about you from other sources, such as our third party suppliers and data improvement and other service providers for various purposes, including to enhance our ability to serve you, to tailor our content to you and to offer you opportunities that may be of interest to you. To the extent we combine information we receive from those sources with your Personal Information we collect on the Site, it will be treated as Personal Information and we will apply this Privacy Policy to such combined information, unless we have disclosed otherwise. In no other circumstances do our statements under this Privacy Policy apply to information we receive about you from third parties.

The Site may now or in the future include functionality that allows certain kinds of interactions between the Site and your account on a third-party web site or application. The use of this functionality may involve the third-party operator providing certain information, including Personal Information, to us. For example, we may provide third-party sites’ interfaces or links on the Site to facilitate your sending a communication from the Site. For example, we may use third parties to facilitate emails, tweets or Facebook postings. These third parties may retain any information used or provided in any such communications or other activities and these third parties’ practices are not subject to our Privacy Policy. Company may not control or have access to your communications through these third parties. Further, when you use third-party sites or services, you are using their services and not our services and they, not we, are responsible for their practices. You should review the applicable third-party privacy policies before using such third-party tools on our Site.

You may send someone else a communication from the Site, such as sending an invitation to a friend. If so, the information you provide (names, e-mail addresses, mobile number, etc.) is used to facilitate the communication and is not used by us for any other marketing purpose unless we obtain consent from that person or we explicitly say otherwise. Please be aware that when you use any send-to-a-friend functionality on our Site, your e-mail address, mobile number, name or user name and message may be included in the communication sent to your addressee(s). Some of these tools may be third-party tools subject to third-party privacy policies.

(a) Use of Information By Us. We may use your Personal Information (this includes your e-mail address, mailing address and telephone number), Demographic Information and/or Usage Information that is subject to this Privacy Policy: (1) to process transactions or provide you with information such as to send you electronic newsletters or to provide you with special offers or promotional and marketing materials on behalf of us or third parties, including to let you know about new products or services or upcoming events; (2) to enable you to participate in a variety of the Site’s features such as to contact you in connection with your appointment scheduled on the Site for an in-person estimate or to enable you to participate in online entry sweepstakes, contests or other promotions; (3) to process your appointment or other request made through the Site, including verifying your information is active and valid; (4) to improve the Site or our services, to customize your experience on the Site, or to serve you specific content that is relevant to you; (5) to contact you with regard to your use of the Site or to provide you with any information or services that you have requested; (6) to contact you, in our discretion, about changes to the Site and/or Site’s policies; (7) for internal business purposes; and (8) for purposes disclosed at the time you provide your information or as otherwise set forth in this Privacy Policy.

Please note that information submitted to the Site via a “contact us” or other similar function may not receive a response; however, we may use that information so provided to contact you for marketing purposes unrelated to your inquiry.

(b) Use of Information for Recruitment Purposes. Where you have provided us with Personal Information or Demographic Information as part of an online application for employment or internship, we may use that information in order to allow us to make an informed decision about whether to proceed with your application. We may, as part of this recruitment process, collect information about your education, employment history and similar matters. Where this Personal Information or Demographic Information is considered to be sensitive, you expressly consent to our processing of this information for recruitment purposes by submitting it to us.

We may share non-Personal Information, such as aggregated user statistics, with third parties. Further, we may share your Personal Information with third parties such as our co-promotional partners and others with whom we have marketing or other relationships for the third parties’ direct marketing purposes. If you are a California resident, you have the right to request additional information. Please see Section (3)(g) below. We may share your Device Identifiers with third parties along with data related to you and your activities. In addition, we may share the information we have collected about you, including Personal Information, as disclosed at the time you provide your information and as described below or otherwise in this Privacy Policy. Company may disclose your information as follows:

(a) When You Request Information From or Provide Information to Third Parties. You may be presented with an option on our Site to receive certain information and/or marketing offers directly from third parties or to have us send certain information to third parties or give them access to it. If you choose to do so, your Personal Information and other information may be disclosed to such third parties and all information you disclose will be subject to the third-party privacy policies and practices of such third parties. In addition, third parties may store, collect or otherwise have access to your information when you interact with their Tracking Technologies, content, tools apps or ads on our Site or link to them from our Site. This may include using third-party tools such as Facebook, Twitter, Pinterest or other third-party posting or content sharing tools. We are not responsible for the privacy policies and practices of such third parties and, therefore, you should review such third-party privacy policies and practices of such third parties prior to requesting information from or otherwise interacting with them.

(b) Third Parties Providing Services on Our Behalf. We may use third-party vendors to perform certain services on behalf of us or the Site, such as hosting the Site, designing and/or operating the Site’s features, tracking the Site’s activities and analytics, and enabling us to send you special offers or perform other administrative services. We may provide these vendors with access to user information, including Device Identifiers and Personal Information, to carry out the services they are performing for you or for us. Third-party analytics and other service providers may set and access their own Tracking Technologies on your Device and they may otherwise collect or have access to information about you, potentially including Personal Information, about you. We are not responsible for those third party technologies or activities arising out of them. However, some may offer you certain choices regarding their practices, and information we have been informed of regarding such choices is available here. We are not responsible for the effectiveness of or compliance with any third parties’ opt-out options.

(c) To Protect the Rights of Company and Our Users. To the fullest extent permitted by applicable law, we may also disclose your information if we believe in good faith that doing so is necessary or appropriate to: (i) protect or defend the rights, safety or property of Company or third parties (including through the enforcement of this Policy, our Terms of Use, and other applicable agreements and policies); or (ii) comply with legal and regulatory obligations (e.g., pursuant to law enforcement inquiries, subpoenas or court orders). To the fullest extent permitted by applicable law, we have complete discretion in electing to make or not make such disclosures, and to contest or not contest requests for such disclosures, all without notice to you.

(d) Affiliates and Business Transfer. We may share your information, including your Device Identifiers and Personal Information, Demographic Information and Usage Information with our parent, subsidiaries and affiliates. We also reserve the right to disclose and transfer all such information: (i) to a subsequent owner, co-owner or operator of the Site or applicable database; or (ii) in connection with a merger, consolidation, restructuring, the sale of substantially all of our interests and/or assets or other corporate change, including during the course of any due diligence process.

(e) Sweepstakes, Contests and Promotions. We may offer sweepstakes, contests, and other promotions (“Promotion”) through the Site that may require registration. By participating in a Promotion, you are agreeing to official rules that govern that Promotion, which may contain specific requirements of you, including allowing the sponsor of the Promotion to use your name, voice and/or likeness in advertising or marketing associated with the Promotion. If you choose to enter a Promotion, Personal Information may be disclosed to third parties or the public in connection with the administration of such Promotion, including, in connection with winner selection, prize fulfillment, and as required by law or permitted by the Promotion’s official rules, such as on a winners list.

(f)EEOC / Affirmative Action Reporting.In conjunction with laws and regulations enforced by the Equal Employment Opportunity Commission (“EEOC”), the Office of Federal Contract Compliance Programs (“OFCCP”) and similar state and local regulatory agencies, we may ask you to provide us with self-identifying information (such as veteran status, gender and ethnicity). Providing such self-identifying information is voluntary, but if you do provide us with such information, we may submit that information to the EEOC, the OFCCP and similar state and local regulatory agencies or otherwise use or disclose it for business-related purposes, including, without limitation, responding to information requests, fulfilling regulatory reporting requirements and defending against employment related complaints.

(g) Your California Privacy Rights.We may from time to time elect to share certain information about you collected by us on the Site with third parties for those third parties’ direct marketing purposes. California Civil Code Section 1798.83 permits California residents who have supplied personal information, as defined in the statute, to us, under certain circumstances, to request and obtain certain information regarding our disclosure, if any, of personal information to third parties for their direct marketing purposes. If this applies, you may obtain the categories of personal information shared and the names and addresses of all third parties that received personal information for their direct marketing purposes during the immediately prior calendar year (e.g. requests made in 2013 will receive information about 2012 sharing activities). To make such a request, please provide sufficient information for us to determine if this applies to you, attest to the fact that you are a California resident and provide a current California address for our response. To make such a request (limit one request per year), please send an e-mail to PrivacyPolicy@Empire-Today.com, with “California Privacy Rights” as the subject line or mail us a letter to: 333 Northwest Avenue, Northlake, IL 60164, Attention: Privacy Policy. You must include your full name, e-mail address, and postal address in your request.

(a) User-Generated Content and Public Information. The Site may permit you to submit ideas, photographs, user profiles, writings, music, video, audio recordings, computer graphics, pictures, data, questions, comments, suggestions or other content, including Personal Information (collectively, “User Content”), such as on blogs and message boards or through our “contact us” functionality. We or others may store, display, reproduce, publish, distribute or otherwise use User Content online or offline in any media or format (currently existing or hereafter developed) and may or may not attribute it to you. Others may have access to this User Content and may have the ability to share it with third parties. Please think carefully before deciding what information you share, including Personal Information, in connection with your User Content. Please note that Company does not control who will have access to the information that you choose to make public, and cannot ensure that parties who have access to such publicly available information will respect your privacy or keep it secure. We are not responsible for the privacy or security of any information that you make publicly available on the Site or what others do with information you share with them on the Site. We are not responsible for the accuracy, use or misuse of any User Content that you disclose or receive from third parties through the Site.

(b) Name and Likeness. We may also publish your name, voice, likeness and other Personal Information that is part of your User Content, and we may use the content, or any portion of the content, for advertising, marketing, publicity and promotional activities. For full terms and conditions regarding User Content you submit to the Site, please review our Terms of Use.

The Site may contain content that is supplied by a third party, and those third parties may collect Usage Information and your Device Identifier when pages from the Site are served to you. In addition, when you are on the Site you may be directed to other services that are operated and controlled by third parties that we do not control. We are not responsible for the data collection and privacy practices employed by any of these third parties or their services and they may be tracking you across multiple sites and may be sharing the results of that tracking with us and/or others. For example, if you “click” on a link, the “click” may take you off the Site onto a different site. These other sites may associate their Tracking Technologies with you, independently collect data about you, including Personal Information, and may or may not have their own published privacy policies.

Third-party applications may also be available via the Site. The owners of these applications (“Third-Party Owners”) may collect Personal Information and other data from you and may have their own policies and practices. We are not responsible for how Third-Party Owners or their applications collect or use your information and they may be tracking you across multiple sites and may be sharing the results of that tracking with us and/or others. These Third-Party Owners may have their own terms of use, privacy policies or other policies and ask you to agree to the same. We are not responsible for these third-party privacy policies or the practices of Third-Party Owners. Be sure to review any available policies before submitting any personally identifiable information to a third-party application or otherwise interacting with it and exercise caution in connection with these applications. We also encourage you to note when you leave our Site and to review the third-party privacy policies of all third-party locations and exercise caution in connection with them.

We may use third parties such as network advertisers and ad exchanges to serve advertisements across the Internet and may use third party analytics service providers to evaluate and provide us and/or third parties with information about the use of these ads on third party sites and viewing of ads and of our content. Network advertisers are third parties that display advertisements, which may be based on your activities across the Internet and mobile media (“Behavioral Ads”). In addition, we may serve ads on our Site based on your Usage Information (“Contextual Ads”). Behavioral Ads and Contextual Ads enable us to target advertisements to you for products and services in which you might be interested. If you object to Contextual Ads, do not use our Site. If you object to receiving Behavioral Ads from us on third party sites, you can learn more about your ability to limit Behavioral Ads below.

Our third party ad network and exchange providers, the advertisers, the sponsors and/or traffic measurement services may themselves set and access their own cookies (including Flash cookies), web beacons and other Tracking Technologies on your Device and track certain behavioral Usage Information regarding users of your Device via a Device Identifier. These third party Tracking Technologies may be set to, among other things: (a) help deliver advertisements to you that you might be interested in; (b) prevent you from seeing the same advertisements too many times; and (c) understand the usefulness to you of the advertisements that have been delivered to you.

Third party Tracking Technologies are not controlled by us, even those used to serve our ads. Statements regarding our practices do not apply to the methods for collecting information used by these third party advertisers and others or the use of the information that such third parties collect. We do however work with third parties to make efforts to have you provided with information on their practices and any available opportunity to exercise choice. The relevant third parties' terms of service, privacy policy, permissions, notices and choices should be reviewed regarding their collection, storage and sharing practices. We make no representations regarding the policies or practices of third party advertisers or advertising networks or exchanges or related third parties.

Further, while third party sites may use a variety of companies to serve advertisements, you may wish to visit http://www.networkadvertising.org/optout_nonppii.asp, which provides information regarding this practice by Network Advertising Initiative (“NAI”) members, and your choices regarding having this information used by these companies, including the “opt-out” procedures of NAI members. Opting out of one or more NAI members only means that those NAI members no longer will be allowed under their own rules to deliver Behavioral Ads to you, but does not mean you will no longer receive any targeted content and/or ads. Also, if your browsers are configured to reject cookies when you visit this opt-out page, or you subsequently erase your cookies, use a different Device or change web browsers, your NAI opt-out may not, or may no longer, be effective. Additional information is available on the NAI’s web site accessible by the above link. You may also opt-out of receiving Behavioral Ads on participating sites and services by visiting the Digital Advertising Alliance (“DAA”) website at http://www.aboutads.info/choices/#completed. Similar limitations may apply to the DAA opt-out. We are not responsible for effectiveness of or compliance with any third parties’ opt-out options or programs.

You are responsible for maintaining the accuracy of the information you submit to us, such as your contact information provided as part of registration. You may provide registration updates and changes by contacting us at PrivacyPolicy@Empire-Today.com. If so, we will make good faith efforts to make requested changes in our then active databases as soon as reasonably practicable. Please note that it is not always possible to completely remove or delete all of your information from our databases and that residual data may remain on backup media or for other reasons. Also, if you have made any public postings on the Site such as in forums or blogs, these communications cannot generally be removed. You may cancel or modify our e-mail marketing communications you receive from us by following the instructions contained within our promotional e-mails. This will not affect subsequent subscriptions and if your opt-out is limited to certain types of e-mails the opt-out will be so limited. Please note that we reserve the right to send you certain communications relating to your account or use of our Site, such as scheduled appointments or services provided, and administrative and Site announcements and these transactional account messages may be unaffected if you choose to opt-out from receiving our marketing communications. If you have any questions about the Privacy Policy or practices described in it, you should contact us by email at PrivacyPolicy@Empire-Today.com with Attention: Privacy Policy in the subject line.

To choose to no longer receive telephone contact from us with information regarding new products and services or upcoming events, please call us at 1-800-588-2300 and we will place you on our “Do Not Call” list. Although we may ask for your name, address, and telephone number, we will accept your request even if you only provide your telephone number. When we receive your request, the telephone number you provide is added to our “Do Not Call” list in 7-15 business days. Please note that even if you choose to be placed on our “Do Not Call” list, Company reserves the right to contact you via telephone regarding any scheduled appointments or services provided.

Our Site is operated in the United States and intended for users located in the United States. If you are located outside of the United States, please be aware that information we collect, including Personal Information, will be transferred to, and processed, stored and used in the United States. The data protection laws in the United States may differ from those of the country in which you are located, and your Personal Information may be subject to access requests from governments, courts, or law enforcement in the United States according to laws of the United States. By using the Site or providing us with any information, you consent to the transfer to, and processing, usage, sharing and storage of your information, including Personal Information, in the United States as set forth in this Privacy Policy.

We understand the importance of protecting children’s privacy in the interactive world. We do not use the Site to knowingly collect Personal Information from children under the age of 13 without parental consent. If you are a child under 13 years of age, you are not permitted to use the Site and should not send any information about yourself to us through the Site.

In the event that we become aware that we have collected Personal Information from any child, we will dispose of that information in accordance with the Children’s Online Privacy Protection Act and other applicable laws and regulations. If you are a parent or guardian and you believe that your child under the age of 13 has provided us with information without your consent, please contact us by email at PrivacyPolicy@Empire-Today.com, and we will take reasonable steps to ensure that such information is deleted from our files.

We incorporate commercially reasonable safeguards to help protect and secure your Personal Information. However, no data transmission over the Internet, mobile networks, wireless transmission or electronic storage of information can be guaranteed to be 100% secure. Please note that we cannot ensure the security of any information you transmit to us, and you use our Site and provide us with your information at your own risk.

We reserve the right to change this Privacy Policy at any time. Any changes will be effective immediately upon the posting of the revised Privacy Policy and your use of our Site indicates your consent to the privacy policy posted at the time of use. However, we will not use your previously collected Personal Information in a manner materially different than represented at the time it was collected without your consent. To the extent any provision of this Privacy Policy is found by a competent tribunal to be invalid or unenforceable, such provision shall be severed to the extent necessary for the remainder to be valid and enforceable.